Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information set forth under, or incorporated by reference into, Item 5.07 below relating to the BBX Capital, Inc. 2021 Incentive Plan is incorporated into this Item 5.02 by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The 2021 Annual Meeting of Shareholders (the "Annual Meeting") of BBX Capital, Inc. (the "Company") was held on May 17, 2021. At the Annual Meeting, the Company's shareholders approved (i) the election of the eleven director candidates nominated for election by the Company's Board of Directors, each for a term expiring at the Company's 2022 Annual Meeting of Shareholders, and (ii) the BBX Capital, Inc. 2021 Incentive Plan (the "Plan"). Pursuant to the Company's Articles of Incorporation, holders of the Company's Class A Common Stock and Class B Common Stock were entitled to one vote per share and 14.65 votes per share, respectively, on each matter presented at the Annual Meeting. The Company's directors were elected by plurality vote. With respect to the proposal to approve the Plan, the affirmative vote of a majority of the votes cast on the proposal by the holders of the Company's Class A Common Stock and Class B Common Stock as one class and, in addition, the affirmative vote of the holders of a majority of the outstanding shares of the Company's Class B Common Stock was required for approval. As described in the Company's Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 16, 2021 (the "Proxy Statement"), a vote in favor of the Plan by a holder of the Company's Class B Common Stock was deemed to constitute a vote in favor of the Plan and a vote in favor of the approval required by the Company's Articles of Incorporation of the issuance of the additional shares of the Company's Class B Common Stock pursuant to options and restricted stock awards which may be granted under the Plan.

A summary of the voting results, as certified by the Inspector of Election for the Annual Meeting, Laurel Hill Advisory Group, LLC, is set forth below.

Proposal 1: Election of Directors




                                                               Broker
                             Votes            Votes               Non-
Director Nominee              For           Withheld             Votes
Alan B. Levan               58,013,535       1,407,054                     -
John E. Abdo                58,012,522       1,408,067                     -
Jarett S. Levan             58,019,863       1,400,726                     -
Seth M. Wise                58,020,363       1,400,226                     -
Norman H. Becker            58,013,143       1,407,446                     -
Andrew R. Cagnetta, Jr.     58,021,566       1,399,023                    -
Steven M. Coldren           58,012,739       1,407,850                     -
Gregory A. Haile            58,021,545       1,399,044                     -
Willis N. Holcombe          58,055,279       1,365,310                     -
Anthony P. Segreto          58,021,391       1,399,198                     -
Neil Sterling               58,017,878       1,402,711                     -




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Proposal 2:  Approval of the BBX Capital, Inc. 2021 Incentive Plan



Combined Voting Results for Holders of the Company's Class A Common Stock and
Class B Common Stock




                      Votes      Votes                Broker
                       For      Against  Abstentions Non-Votes
                    57,739,178 1,473,267   208,144       -












Voting Results for Holders of the Company's Class B Common Stock as a Single
Class


                       Votes     Votes               Broker
                        For     Against Abstentions Non-Votes
                     51,909,316 19,016    87,124        -

A description of the Plan is set forth on pages 21 through 26 of the Proxy Statement, is filed as Exhibit 99.1 hereto and is incorporated herein by reference. In addition, the full text of the Plan is attached as Appendix A to the Proxy Statement, is filed as Exhibit 10.1 hereto and is incorporated herein by reference.





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Item 9.01 Financial Statements and Exhibits.





(d) Exhibits

10.1 BBX Capital, Inc. 2021 Incentive Plan (incorporated by reference to Appendix A of the Company's Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 16, 2021)

99.1 Description of BBX Capital, Inc. 2021 Incentive Plan (incorporated by reference to pages 21 through 26 of the Company's Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 16, 2021)









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